THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT
OF THE RISKS INVOLVED.

_____________,______

EPOD SOLAR INC.

Warrant for the Right to
Purchase
Shares of Common Stock

No. W-

For value received, this Warrant is hereby issued by EPOD
Solar Inc., a Nevada corporation (the Company), to __________(the Holder).
Subject to the provisions of this Warrant, the Company hereby grants to Holder
the right to purchase from the Company _____shares of Common Stock, at a price
of $2.00 USD (two dollars US) per share (the Exercise Price).

The term Common Stock means the
Common Stock, par value $0.001 per share, of the Company as constituted on the
date set forth above (the Base Date). The number of shares of Common Stock to
be received upon the exercise of this Warrant may be adjusted from time to time
as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter referred to as
Warrant Stock. The term Other Securities means any other equity or debt
securities that may be issued by the Company in addition thereto or in
substitution for the Warrant Stock.

This Warrant has been issued pursuant
to the partial or full conversion by the Holder of the Debentures as issued
pursuant to a Securities Purchase Agreement entered into between the Company and
the Holder on ____, 2011 (Securities Purchase Agreement).

The Holder agrees with the Company that
this Warrant is issued, and all the rights hereunder shall be held, subject to
all of the conditions, limitations and provisions set forth herein.

1

1. Exercise of Warrant. Subject
to the terms and conditions set forth herein and in the Securities Purchase
Agreement, this Warrant may be exercised in whole or in part, pursuant to the
procedures provided below, at any time as of the date of this Warrant,
(following appropriate adjustment in the event of any stock dividends, stock splits,
combination or other similar recapitalization affecting such shares). This
Warrant will expire on________at 5:00 p.m., Eastern time (the Expiration Date)
or, if such day is a day on which banking institutions in New York are
authorized by law to close, then on the next succeeding day that shall not be such a day. To exercise
this Warrant the Holder shall present and surrender this Warrant to the Company
at its principal office, with the Warrant Exercise Form attached hereto duly
executed by the Holder and accompanied by payment (either in cash or by check,
payable to the order of the Company) of the aggregate Exercise Price for the
total aggregate number of shares for which this Warrant is exercised. Upon
receipt by the Company of this Warrant, together with the executed Warrant
Exercise Form and payment of the Exercise Price for the shares to be acquired,
in proper form for exercise, and subject to the Holders compliance with all
requirements of this Warrant for the exercise hereof, the Holder shall be deemed
to be the holder of record of the shares of Common Stock (or Other Securities) issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be actually delivered to the Holder;
provided, however, that no exercise of this Warrant shall be
effective, and the Company shall have no obligation to issue any Common Stock or
Other Securities to the Holder upon any attempted exercise of this Warrant,
unless the Holder shall have first delivered to the Company, in form and
substance reasonably satisfactory to the Company, appropriate representations so
as to provide the Company reasonable assurances that the securities issuable
upon exercise may be issued without violation of the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act") and applicable
state securities laws, including without limitation representations that the
exercising Holder is an accredited investor as defined in Regulation D under
the Securities Act and that the Holder is familiar with the Company and its
business and financial condition and has had an opportunity to ask questions and
receive documents relating thereto to his reasonable satisfaction.

2. Reservation of Shares. The Company will at all times
reserve for issuance and delivery upon exercise of this Warrant all shares of
Common Stock or other shares of capital stock of the Company (and Other
Securities) from time to time receivable upon exercise of this Warrant. All such
shares (and Other Securities) shall be duly authorized and, when issued upon
such exercise, shall be validly issued, fully paid and non-assessable and free
of all preemptive rights.

3. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but the Company shall pay the Holder an amount equal to the Fair Market
Value of such fractional share of Common Stock in lieu of each fraction of a
share otherwise called for upon any exercise of this Warrant.

4. Fair Market Value. For purposes of this Warrant, the
Fair Market Value of a share of Common Stock (or Other Security) shall be
determined as of any date (the Value Date) by the Companys Board of Directors
in good faith; provided, however, that where there exists a public market for
the Companys Common Stock on the Value Date, the fair market value per share
shall be either:

(a) If the Common Stock is listed on a
national securities exchange or listed for trading on the NASDAQ system, the
Fair Market Value shall be the last reported sale price of the security on such
exchange or system on the last business day prior to the Value Date or if no
such sale is made on such day, the average of the closing bid and asked prices
for such day on such exchange or system; or

(b) If the Common Stock is not so
listed but is traded in the over-the-counter market, the Fair Market Value shall
be the mean of the last reported bid and asked prices reported by the
over-the-counter market on the last business day prior to the Value Date.

5. Assignment or Loss of Warrant. Subject to the
transfer restrictions herein (including Section 8), upon surrender of this
Warrant to the Company or at the office of its stock transfer agent, if any,
with the Assignment Form annexed hereto duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge, execute and deliver a
new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be canceled. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and of reasonably satisfactory indemnification by
the Holder, and upon surrender and
cancellation of this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

2

6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

7. Adjustments.

7.1 Adjustment for Recapitalization. If the Company shall at any time after the Base Date subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock (or Other Securities) subject to this Warrant immediately prior to
such subdivision shall be proportionately increased, and if the Company shall at any time after the Base Date combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common
Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this Section 7.1 shall be effective at the close of business on the
effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor.

Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 7.1, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior
to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.

7.2 Adjustment for Change of Entity Transaction. Change of Entity Transaction shall mean a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (A) following which the
holders of Common Stock immediately preceding such consolidation, merger, combination or event either (1) no longer hold a majority of the shares of Common Stock of the Company or (2) no longer have the ability to elect the board of directors of the
Company or (B) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of
the Company or another entity (“Share Exchange”).

So long as any portion of this Warrant remains outstanding, should the Company enter into or be party to a Change of Entity Transaction, the Company shall cause any Person purchasing the Company’s assets or Common Stock, or any successor
entity resulting from such Change of Entity Transaction (in each case, a “Successor Entity”), to assume in writing all of the obligations of the Company under this Warrant by delivering to the holder of this Warrant in exchange for such
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, having an exercise price equal to the Exercise Price of this Warrant, having
similar exercise rights as this Warrant (including but not limited to similar exercise price adjustment provisions), and reasonably satisfactory to the holder of this Warrant. Upon the occurrence of any Change of Entity Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Change of Entity Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and
may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Change of Entity
Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise or redemption of this Warrant at any time after the consummation of the Change of Entity
Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of this Warrant prior to such Change of Entity Transaction, such shares of common stock (or their equivalent) of the
Successor Entity, as adjusted in accordance with the provisions of this Warrant and on the same terms as those of the Share Exchange applicable to all holders of shares of Common Stock. The provisions of this Section shall apply similarly and
equally to successive Change of Entity Transactions and shall be applied without regard to any limitations on the exercise of the Warrant.

3

7.3 Certificate as to Adjustments. The adjustments provided in this Section 7 shall be interpreted and applied by the Company in such a fashion so as to reasonably preserve the applicability and benefits of this Warrant (but not to increase
or diminish the benefits hereunder). In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of the Warrant, the Company at its expense will compute such adjustment in accordance with the terms of the Warrant
and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to each Holder.

7.4 Notices of Record Date, Etc. In the event that:

(a) the Company shall declare any dividend or other distribution to the holders of Common Stock, or authorizes the granting to all Common Stock holders of any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities; or

(b) the Company authorizes any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially
all of the assets of the Company to another corporation or entity; or

(c) the Company authorizes any voluntary or involuntary dissolution, liquidation or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the holder of this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to
take place, and the time, if any is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such
Other Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 15 days prior to the date
therein specified.

7.5 No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in
the carrying out of all the provisions of this Section 7 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

8. Transfer to Comply with the Securities Act. This Warrant and any Warrant Stock or Other Securities may only be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, as follows: (a) to a person who, in the opinion of
counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect
thereto and then only against receipt of an agreement of such person to comply
with the provisions of this Section 8 with respect to any resale or other
disposition of such securities; or (b) to any person upon delivery of a
prospectus then meeting the requirements of the Securities Act relating to such
securities and the offering thereof for such sale or disposition, and thereafter
to all successive assignees.

4

9. Legend. Unless the shares of Warrant Stock or Other
Securities have been registered under the Securities Act, upon exercise of this
Warrant and the issuance of any of the shares of Warrant Stock, all certificates
representing shares shall bear on the face thereof substantially the following
legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO COUNSEL TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

10. Notices. All notices required hereunder shall be in
writing and shall be deemed given when sent via facsimile or e-mail, with a
confirmation of the delivery thereof, and then only if followed up with a
duplicate copy sent via regular mail, delivered personally or within two days
after mailing when mailed by certified or registered mail, return receipt
requested, to the Company or the Holder, as the case may be, for whom such
notice is intended, if to the Holder, at the address of such party shown on the
books of the Company, or if to the Company, at the address set forth on the
signature page hereof, Attn: Chief Financial Officer, or at such other address
of which the Company or the Holder has been advised by notice hereunder.

11. Applicable Law. The Warrant is issued under and
shall for all purposes be governed by and construed in accordance with the laws
of the State of Delaware, without regard to the conflict of laws provisions of
such State.

IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed on its behalf, in its corporate name, by its duly authorized
officer, all as of the day and year first above written.

EPOD SOLAR INC.

By:

Joseph Kristul, Chief Executive Officer

Address:

950 John Daly blvd., Suite 260

Daly City, CA 94015

5

WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to (please check
box):

________(i) exercise the within Warrant to purchase
__________shares of the Common Stock of Nanotech Industries Inc., a Delaware
corporation, pursuant to the provisions of Section 1 of the attached Warrant,
and hereby makes payment of $__________in payment therefor, or

________(ii) exercise the within Warrant to purchase that
number of shares of Common Stock purchasable pursuant to the net issue exercise
procedure set forth in Section 2 of the attached Warrant.

The undersigneds execution of this form constitutes the
undersigneds agreement to all the terms of the Warrant and to comply therewith.

________________________________Signature Print Name:

________________________________Signature, if jointly held

Print Name:

________________________________Date

6

ASSIGNMENT FORM

FOR VALUE RECEIVED_____________________________(Assignor)
hereby sells, assigns and transfers unto
_______________________________(Assignee) all of Assignors right, title and
interest in, to and under Warrant No. W-____ issued by
____________________________, dated ______________.

DATED: ________________________________

ASSIGNOR:

________________________________Signature Print Name:

________________________________Signature, if jointly held
Print Name:

The undersigned agrees to all of the terms of the Warrant and
to comply therewith.

ASSIGNEE:

________________________________Signature Print Name:

________________________________Signature, if jointly held
Print Name: